AI Champdany Industries Ltd Directors Report.

TO THE SHAREHOLDERS

Your Directors are pleased to present the Annual Report of your Company and the Companys Audited Financial Statements for the financial year ended 31st March 2019.

FINANCIAL RESULTS

(Rs. in lacs)
Year ended 31st March, 2019 Year ended 31st March, 2018
Profit before Finance Cost, Depreciation, and Tax 1564.98 1771.58
Finance Cost 1051.44 1151.40
Depreciation and Amortisation 388.18 409.45
Profit/(Loss) Before Tax 125.36 210.73
Provision for Tax:
- Current Tax 66.97 77.23
- Income tax for earlier years - (59.27)
- Deferred Tax (Asset) (112.90) 17.26
Profit/(Loss) After Tax 171.29 175.51
Other Comprehensive Income (131.61) (159.50)
Total Comprehensive Income 39.68 16.01

DIVIDEND

Your Directors do not recommend any dividend on Equity and Preference Shares in view of carry forward loss.

OPERATIONS

During the year Sales/Income from operation were Rs. 131.74 Crores compared to Rs. 127.82 Crores in the previous year. Export sales were at Rs. 28.90 Crore compared to Rs. 37.86 in the previous year. Production would have even been higher but for shortage of skilled workers the company had to curtail its production. Management discussions & Analysis Report is annexed with this report which gives more information on performance & prospects of the industry and your company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There is no such material event after the date of financial statements.

RISK MANAGEMENT FRAMEWORK

Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management framework which has been entrusted to CFO for implementation/administration is being periodically reviewed by the Audit Committee and the Board of Directors.

None of the risks, the company is exposed to as described in appropriate part of financial statements and Management Discussion and Analysis Report, appears significant enough from the standpoint of the existential risk.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE

The Company has received no complaint from any women employee or other quarter during the year attracting punitive provisions of Sexual Harassment of Women in Workplace (Prevention Prohibition & Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration exceeding the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CHANGES IN THE PAID UP EQUITY CAPITAL

There has been no change in paid up Equity Capital of the company during the year under review.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on the date of this report.

1. Mr. Nirmal Pujara, Managing Director (reappointed w.e.f. 01.01.18 for a period of 5 years at the Annual General Meeting held on 21.09.2017).

2. Mr. Lalanjee Jha, Chief Financial Officer (w.e.f. 02.07.2018 in place of Mr. Umesh Kumar Keshri resigned w.e.f. 28.06.2018).

3. Mr. Pintu Singh, Company Secretary (w.e.f. 13.06.2019 in place of Mr. Binod Kumar Chowdhury resigned w.e.f. 12.05.2019).

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Under Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.

DIRECTORS CHAIRMAN EMERITUS

Mr. G J Wadhwa left for his heavenly abode on 18/12/2018 on attaining the age of 93 years. He was instrumental in taking over "The Champdany Industries Ltd" from James Finlay & Co in the year 1967 and was reckoned as father of inventing and pioneering value added diversified jute products in the country aimed at Export Market. Under his Leadership the company emerged as the largest manufacturer and exporter of jute goods from India and this achievement was also recognized by the Ministry of Textiles, Government of India by way of awarding top manufacturer and exporter award to the company for several years. The Boards records it deep condolence & high appreciation for the invaluable contributions made by Mr. G J Wadhwa in the growth of the Company.

Mr. Bhushan Wadhwa left for his heavenly abode on 10.03.2019 on attaining the age of 65 years. He was on the Board for more than 25 years. The Board records its deep condolence & valuable services rendered by Shri Bhushan Wadhwa.

In accordance with the provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. D J Wadhwa, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment for approval of the members. The brief profile of Mr. Wadhwa is given in the Notice convening the Annual General Meeting. As per 17(1) (a) of SEBI regulation (LODR) Regulation 2015 and a special resolution is required to be passed for his reappointment in view of his having attained the age of more than 75 years. Accordingly, a special resolution is proposed in the AGM Notice.

The tenure of Mr. S.M. Palia & Mr. Harbhajan Singh, Independent Directors ended at the last AGM on 13.08.2018 after completion of 2 consecutive terms. The Board placed on record its sincere appreciation for the services and valuable guidance received from Mr. Palia & Mr. Singh during their long tenure as members of the Board & wishes them good health in retired life.

DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I of this Report.

STATUTORY AUDITORS

M/s G Basu & Co., Chartered Accountants (ICAI FRN 301174E) has been appointed as the Statutory Auditors of the Company for a term upto the conclusion of Annual General Meeting to be held in the year 2022 by the Members in the 99th Annual General Meeting held on 21st September 2017.

COST AUDITORS

M/s N Radhakrishnan & Co, Cost Accountants has been appointed as Cost Auditor for auditing the cost accounts of the Company for the year ended 31st March 2020 by the Board of Directors. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.

M/s N. Radhakrishnan & Co., Cost Accountants, has given his consent to act as Cost Auditor of the Company confirming that his appointment is within the limits of Section 139 and certified that he is free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The Cost Audit Report for the year 2017-18 has been filed with the Ministry of Corporate Affairs on 29th October 2018 as against due date of 13th October, 2018.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (5) of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2019, on a going concern basis;

e) that the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is annexed as Annexure II.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s K. Arun & Co., Company Secretaries, is enclosed as part of this report as Annexure III.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT, BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT AND BY THE COST AUDITOR IN HIS COST AUDIT REPORT

There is no qualification either by the Statutory Auditors or by Secretarial Auditors or by the Cost Auditor hence no explanation or comments by the Board is applicable on this account.

MEETINGS OF THE BOARD

Eight Meetings of the Board of Directors were held during the year. For further details please refer to report on Corporate Governance annexed in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with section 129(3) of Companies Act 2013 and IND AS-103/110, the Consolidated Financial Statements are provided in the Annual Report.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary i.e. Champdany Construction Ltd is presented in a separate section in Form AOC 1 as Annexure IV.

LISTING WITH THE STOCK EXCHANGES

The Companys shares are listed on the BSE Ltd. (BSE) and annual listing fees for financial year 2019-20 has been paid to the BSE. Companys Equity shares has been delisted from the National Stock Exchange of India Limited with effect from 17th October 2018 to save annual listing fee and other compliance cost. However, the companys Equity share continues to remain listed in the BSE Ltd which is also a nationwide Stock Exchange with wide trading terminals.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. were passed by the Regulators for or against the Company during the financial year ended 31st March 2019.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments during the year.

INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITS ADEQUACY

The Company has Internal Financial Control system with reference to financial statements commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources, which has been broadened/enlarged from last year to cater to the exigencies of IND AS applicable to the company from the last year enjoining massive paraphernalia in the sphere of disclosure requirements and accounting treatments, the latter laying greater emphasis on economic substance of accounts in departure from historic basis of accounts under erstwhile traditional GAAP.

The internal Auditors continuously monitor the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys risk management with regard to inter alia, Internal financial Control system with reference to the financial statements.

The Audit Committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company under revised dispensation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Those are duly addressed in Note No. 40 of Standalone financial statements.

PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES

During the financial year, the Company had not entered into any contract/arrangement/transactions with related parties which are materially significant.

All contracts/transactions/arrangements entered by the Company with Related parties during the financial year were in the ordinary course of business and on arms length basis and the provisions of Section 188 are not attracted, which have been duly disclosed in Note No. 33 of financial statements.

PREVENTION OF INSIDERS TRADING

In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992 and its subsequent Amendments in 2008, 2015 and 2019, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of the shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a Certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

INDUSTRIAL RELATIONS

Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from the Companys bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.

On Behalf of the Board
Place: Kolkata G Goswami Directors
Dated: 13th June 2019 N.Pujara